Amendments and Waivers; Termination. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company, the Holders of a majority of the Registrable Securities. Any amendment or waiver effected in accordance with this Section 4.3 shall be binding upon each Holder and the Company. Any waiver of any breach or default by any other party of any of the terms of this Agreement effected in accordance with this Section 4.3 shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by any party to assert its or his or her rights hereunder on any occasion or series of occasions. This Agreement will terminate as to any Holder when it no longer holds any Registrable Securities.
Amendments and Waivers; Termination. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the Holders of a majority of the Registrable Securities, provided that if any such amendment or waiver has an adverse or disproportionate effect on the other Holders thereto, such amendment or waiver, as the case may be, shall require the written consent of such other Holders, such consent not to be unreasonably withheld, conditioned or delayed. Any amendment or waiver effected in accordance with this Section 4.3 shall be binding upon each Holder and the Company. Any waiver of any breach or default by any other party of any of the terms of this Agreement effected in accordance with this Section 4.3 shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by any party to assert its or his or her rights hereunder on any occasion or series of occasions. This Agreement will terminate as to any Holder when it no longer holds any Registrable Securities.
Amendments and Waivers; Termination. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the Company, the Founder, GS, CDH, Qiming, Xxxxxxxx (provided that Xxxxxxxx’x consent shall not be required if a Xxxxxxxx Default has occurred) and Ctrip, provided that an amendment or waiver shall not be effective or enforceable against a particular Investor in respect of a particular series of Preferred Shares held by such Investor without such Investor’s written consent if such amendment or waiver materially and adversely affects the rights pertinent to the Preferred Shares held by such Investor in a manner that is different from the effect thereof on the rights pertinent to other Preferred Shares of the same series held by all the other Investors; provided further that any party may waive its/his rights hereunder without the consent of any other parties. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each of the Parties hereto. For the avoidance of doubt, all rights of an Investor under this Agreement shall cease when it no longer holds any Shares of the Company.
Amendments and Waivers; Termination. (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No delay or failure on the part of any party hereto in exercising any right, power or privilege under this Agreement shall impair any such right, power or privilege or be construed as a waiver of any default or any acquiescence therein. No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege, or the exercise of any other right, power or privilege.
Amendments and Waivers; Termination. (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective.
Amendments and Waivers; Termination. Any term of this Agreement may be amended or waived only with the written consent of the Company and each Investor. Any amendment or waiver effected in accordance with this Section 9.9 shall be binding upon the Investors and each transferee of the Securities, each future holder of all such Securities, and the Company.
Amendments and Waivers; Termination. No supplementary provisions, amendments or reform of this Agreement shall be binding unless they are issued in writing and signed by all the Parties. No waiver of any of the provisions of this Agreement shall be deemed or constitute a waiver of any other provision, whether similar or not, and no waiver shall constitute a permanent waiver. Failure or delay by any of the Parties in exercising any right, power or privilege established herein shall not constitute a waiver of such right, power or privilege, nor shall their singular or partial exercise prevent any other such exercise or subsequent exercise or the exercise of any other right, power or privilege. Aldo Navilli may, at any time, terminate this Agreement either in whole or in part, without prior notice or communication or prior notification of any kind and without any liability or compensation whatsoever. It is hereby expressly established that in no case shall such termination be deemed untimely or result in any kind of claim. Termination shall not apply to the provisions of Clause 3.01 hereof.
Amendments and Waivers; Termination. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holders of at least a majority-in-interest of the Registrable Securities at the time in question. Any amendment or waiver effected in accordance with this Section 7.4 shall be binding upon each Holder and the Company. Any waiver of any breach or default by any other party of any of the terms of this Agreement effected in accordance with this Section 7.4 shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by any party to assert its or his or her rights hereunder on any occasion or series of occasions. This Agreement shall terminate as to any Holder when it no longer holds any Registrable Securities, provided that the provisions of Section 2.6, Section 2.10 and this Section 7 shall survive such termination. 7.5.
Amendments and Waivers; Termination. (a) The Company reserves the right to extend the Expiration Time, and to amend the terms and conditions of the Offering, whether the amended terms are more or less favorable to Rights Holders.
Amendments and Waivers; Termination. This Agreement may be terminated, any term of this Agreement (other than Sections 3.1, 3.2, 3.3 and 3.9) may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Holders of at least 65% of the Registrable Securities then-outstanding; provided, however, that no consent or approval of any Holder shall be required to add persons as parties to this Agreement as Investors pursuant to Section 5.10 or to revise Schedule A to include such parties; and provided further, however, that neither this Agreement nor any term hereof may be amended, waived, or terminated in a manner that materially, adversely and disproportionately affects any Investor in a manner different than all other Investors (disregarding for such purpose differences in the number of shares held by Investors) without the written consent of such Investor. The provisions of Sections 3.1, 3.2, 3.3 and 3.9 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Major Investors holding 65% of the Registrable Securities that are held by all of the Major Investors. The provisions of Section 3.10 relating to the Company’s (or its affiliates’) use of Celgene’s, Roche’s or Novartis’ (or their respective affiliates’) names may be amended or waived only with the written consent of Celgene, Roche or Novartis, as the case may be, and for the avoidance of doubt, this sentence of this Section 5.7 shall not be amended or waived with respect to Celgene, Roche or Novartis without such Investor’s written consent. To the extent that an amendment to Section 3.9 would impact an Investor with Observer Rights, such amendment shall require the written consent of the impacted Investor with Observer Rights, as well as the written consent of the Company and the Holders of at least 65% of the Registrable Securities then-outstanding. Notwithstanding the foregoing, any right of any party hereunder may be waived by the waiving party on such party’s own behalf, without the consent of any other party. Any amendment, waiver or termination effected in accordance with this Section 5.7 shall be binding upon each Investor and the Company.
